MIRA INFORM REPORT

Report Date :

12.06.2013

IDENTIFICATION DETAILS

Name :	KPIT CUMMINS INFOSYSTEMS LIMITED
Registered Office :	35 and 36, Rajiv Gandhi Infotech Park, Phase 1, MIDC Hinjewadi, Pune 411057, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	28.12.1990
Com. Reg. No.:	11-059594
Capital Investment / Paid-up Capital :	Rs. 355.886 Millions
CIN No.: [Company Identification No.]	L72200PN1990PLC059594
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Provides Software and IT Enabled Service.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

A (68)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 24000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and a reputed company having fine track record. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long Term Rating = AA-
Rating Explanation	Having high degree of safety regarding timely servicing of financial obligation it carry very low credit risk
Date	February, 2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED BY

Management Non Co-operative (91-20-66525000)

LOCATIONS

Registered Office / Head Office :	35 and 36, Rajiv Gandhi Infotech Park, Phase 1, MIDC Hinjewadi, Pune 411057, Maharashtra, India
Tel. No.:	91-20-66525000
Fax No.:	91-20-66525001
E-Mail :	anil.khatri@kpitcummins.com sandeep.phadnis@kpitcummins.com swaminatha.R@kpitcummins.com
Website :	www.kpitcummins.com
Software Development Centres:	Located At Bangalore Chennai Hyderabad Mumbai Uttar Pradesh
Overseas Offices :	Located At USA Canada Brazil UK Sweden France The Netherlands China Japan Singapore South Korea South Africa SEZ Premises

DIRECTORS

As on 31.03.2012

Name :	Mr. S.B. (Ravi) Pandit
Designation :	Chairman and Group Chief Executive Officer
Name :	Mr. Kishor Patil
Designation :	Chief Executive Officer and Managing Director
Qualification :	B. Com, FCA, AICWA
Date of Appointment :	28.12.1982
Last Employment	Practising Chartered Accountant
Name :	Mr. Sachin Tikekar
Designation :	Whole – time Director
Name :	Prof. Alberto Sangiovanni Vincentelli
Designation :	Director
Name :	Mr. Amit Kalyani
Designation :	Director
Name :	Mr. Anant Talaulicar
Date of Birth/Age :	Director
Name :	Mr. Bruce Carver
Designation :	Director
Name :	Elizabeth Carey
Designation :	Director
Name :	Ms. Lila Poonawalla
Designation :	Director
Name :	Dr. R.A. Mashelkar
Designation :	Director
Name :	Dr. Srikant Datar
Designation :	Director
Name :	Mr. Sudheer Tilloo
Designation :	Director
Name :	Cariappa Chenanda
Designation :	Alternate Director
Name :	Dwayne Allen
Designation :	Alternate Director
Name :	Mr. Dinesh Castellino
Designation :	Alternate Director
Name :	Mr. Mark Gerstle
Designation :	Alternate Director

KEY EXECUTIVES

Name :	Mr. Sandeep Phadnis,
Designation :	Company Secretar

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2013

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	14321272	7.43
Bodies Corporate	23410240	12.14
Any Others (Specify)	9106850	4.72
Employee Welfare Trust	9106850	4.72
Sub Total	46838362	24.29
(2) Foreign
Individuals (Non-Residents Individuals / Foreign Individuals)	40000	0.02
Sub Total	40000	0.02
Total shareholding of Promoter and Promoter Group (A)	46878362	24.31
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	11169577	5.79
Financial Institutions / Banks	143636	0.07
Insurance Companies	11437391	5.93
Foreign Institutional Investors	59442491	30.83
Sub Total	82193095	42.63
(2) Non-Institutions
Bodies Corporate	9677585	5.02
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	21852753	11.33
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	5632343	2.92
Any Others (Specify)	26581061	13.79
Clearing Members	291100	0.15
Foreign Corporate Bodies	21733347	11.27
Market Maker	8212	0.00
Non Resident Indians	3230473	1.68
Directors & their Relatives & Friends	568805	0.30
Foreign Nationals	602170	0.31
Hindu Undivided Families	146954	0.08
Sub Total	63743742	33.06
Total Public shareholding (B)	145936837	75.69
Total (A)+(B)	192815199	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	192815199	0.00

Shareholding belonging to the category "Promoter and Promoter Group"

Sl.No.	Name of the Shareholder	Details of Shares held		Encumbered shares (*)			Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total (A)+(B)+(C)	No	As a percentage	As a % of grand total (A)+(B)+(C) of sub-clause (I)(a)
1	Proficient Trading and Investment Private Limited	53,39,673	2.77	0	0.00	0.00	2.77
2	Proficient Finstock LLP	1,77,69,657	9.22	0	0.00	0.00	9.22
3	Kpit Cummins InfoSystems Limited - Employees Welfare Trust	89,93,144	4.66	0	0.00	0.00	4.66
4	Kpit Cummins InfoSystems Limited - Employees Welfare Trust	1,13,706	0.06	0	0.00	0.00	0.06
5	Shashishekhar B. Pandit	2,25,000	0.12	0	0.00	0.00	0.12
6	S.B. (Ravi) Pandit Jointy held with Ms Nirmal Pandit	99,000	0.05	0	0.00	0.00	0.05
7	Nirmala Pandit	2,32,000	0.12	0	0.00	0.00	0.12
8	Hemalata A Shende	40,000	0.02	0	0.00	0.00	0.02
9	Chinmay Pandit jointly held with Nirmal Pandit	20,000	0.01	0	0.00	0.00	0.01
10	Chinmay Pandit	12,620	0.01	0	0.00	0.00	0.01
11	Prachi Pandit	4,000	0.00	0	0.00	0.00	0.00
12	Kishor P. Patil	74,91,800	3.89	6940000	92.63	3.60	3.89
13	Anupama Patil	90,000	0.05	70000	77.78	0.04	0.05
14	Anupama Patil jointly held with Mr.Kishor Patil	32,330	0.02	0	0.00	0.00	0.02
15	Latika Patil	1,280	0.00	0	0.00	0.00	0.00
16	Kishor Patil jointly held with Ms. Anupama Patil	4,000	0.00	0	0.00	0.00	0.00
17	Shrikrishna Patwardhan	11,00,000	0.57	0	0.00	0.00	0.57
18	Ajay Shridhar Bhagwat	19,76,000	1.02	0	0.00	0.00	1.02
19	Ajay Shridhar Bhagwat	6,73,800	0.35	600000	89.05	0.31	0.35
20	Ajay Bhagwat	6,00,000	0.31	0	0.00	0.00	0.31
21	Ashwini Ajay Bhagwat jointly held with Mr.Ajay Bhagwat	43,300	0.02	0	0.00	0.00	0.02
22	Anil Gajanan Kulkami	4,25,342	0.22	80000	18.81	0.04	0.22
23	Sheela Anil Kulkarni jointly held with Ms. Sarita Aniruddha Vaidya	30,000	0.02	0	0.00	0.00	0.02
24	Sheela Anil Kulkami	20,000	0.01	0	0.00	0.00	0.01
25	Sachin Dattatraya Tikekar	12,03,800	0.62	0	0.00	0.00	0.62
26	Saroj Dattatray Tikekar	37,000	0.02	0	0.00	0.00	0.02
27	K and P Management Services Private Limited	3,00,910	0.16	0	0.00	0.00	0.16
	Total	4,68,78,362	24.31	7690000	16.40	3.99	24.3

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Warhol Limited	16987858	8.81	8.81
2	ICICI Prudential Life Insurance Company Limited	8839365	4.58	4.58
3	Van Dysk	7776000	4.03	4.03
4	CX Securities Limited	5414602	2.81	2.81
5	Citigroup Global Markets Mauritius Private Limited	5277365	2.74	2.74
6	Cummins Inc	5155164	2.67	2.67
7	Cummins India Limited	5155163	2.67	2.67
8	CX Partners Fund Limited	5081357	2.64	2.64
9	Acacia Partners Lp	5040000	2.61	2.61
10	SBI Magnum Tax Gain Scheme - 1993	4113784	2.13	2.13
11	Steadview Capital Mauritius Limited	2962344	1.54	1.54
12	Cargill Mauritius Limited	2942996	1.53	1.53
13	Morgan Stanley Invesment Management, INC A/c Morgan Stanley India Investment Fund INC	2464301	1.28	1.28
14	Sundaram Mutual Fund A/C Sundaram Select Midcap	2402085	1.25	1.25
15	Acacia Institutional Partners Lp	2400000	1.24	1.24
16	Birla Sun Life Insurance Company Limited	2389666	1.24	1.24
17	Acacia Banyan Partners	2280000	1.18	1.18
18	Acacia Conservation Fund Lp	2100000	1.09	1.09
19	IIFL Inc A/C Altavista Capital India Fund Limited	1952000	1.01	1.01
	Total	90734050	47.06	47.06

Shareholding belonging to the category "Public" and holding more than 5% of the Total No. of Shares

l. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Warhol Limited	16987858	8.81	8.81
	Total	16987858	8.81	8.81

Details of Locked-in Shares

l. No.	Name of the Shareholder	No. of Shares	Locked-in Shares as % of Total No. of Shares	l. No.
1	Van Dysk	77,76,000	4.03	1
2	CX Partners Fund Limited	50,81,357	2.64	2
3	Aprajita Jethy	1,71,072	0.09	3
	Total	1,30,28,429	6.76

BUSINESS DETAILS

Line of Business :

Provides Software and IT Enabled Service.

GENERAL INFORMATION

No. of Employees :

Information declined by the management

Bankers :

· State Bank of India

· HDFC Bank Limited

· The Hongkong and Shanghai Banking Corporation Limited

· Citibank N.A.

· Axis Bank Limited

· BNP Paribas

· Standard Chartered Bank

· ICICI Bank Limited

· DBS Bank Limited

· - Kotak Mahindra Bank Limited

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2012

As on

31.03.2011

LONG-TERM BORROWINGS

Term Loans - From other than banks

(Secured by first charge by way of mortgage of certain movable and immovable current and future fixed assets)

0.000

109.145

Long-term maturities of finance lease obligations

(Secured against fixed assets obtained under finance lease arrangements)

3.698

5.925

SHORT-TERM BORROWINGS

Loans Repayable on demand

- Working Capital Loans from Banks

(Secured by hypothecation of Trade Receivables)

1400.045

764.996

Other Loans and Advances

- Term Loans from other than banks

(Secured by hypothecation of software obtained under the arrangement)

0.000

39.364

Total

1403.743

919.430

(i) Terms of repayment

Term Loan from other than banks - International Finance Corporation - External Commercial Borrowings

Date of repayment	Amount Repayable USD	Amount Repayable Rs. In Millions
September 11	--	--
March 12	--	--
September 12	--	--
March 13	--	--

(The above term loan has been prepaid during the year)

(ii) The term loan carries interest rate of 6 months LIBOR + 300 basis points.

(iii) There is no default as on the balance sheet date in repayment of loans and interest.

(iv) There is no default as on the balance sheet date in repayment of loans and interest.

Banking Relations :
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	706, “B” Wing, 7th Floor, ICC Trade Tower, International Convention Centre, Senapati Bapat Road, Pune – 411016, Maharashtra, India
Legal Advisors :
Name :	AZB and Partners Advocates and Solicitors
Address :	Express Towers – 23rd floor, Nariman Point, Mumbai – 400 021, Maharashtra, India
Subsidiary Companies :	· KPIT Infosystems Limited UK · KPIT Infosystems Inc. USA · KPIT Infosystems France SAS, France (Formerly known as Pivolis) · KPIT (Shanghai) Software Technology Company Limited (From 7th April, 2011) · KPIT Infosystems Netherlands B.V. (From 16th March, 2012) · Systime Global Solutions Private Limited (From 1st January, 2012) · KPIT Infosystems GmbH, Germany · In2soft GmbH, Germany · CPG Solutions, LLC USA · KPIT SolvCentral.Com · Sparta Consulting Inc., USA · Sparta Infotech India Private Limited, India · KPIT Infosystem (Brasil) Serviços De Tecnologia e Participações Ltda., Brazil (From 6th March, 2012) · Systime Computer Corporation, United States of America (USA) (From 1st January, 2012) · Systime Global Solutions Pty Limited, Australia (From 1st January, 2012) · Systime Global Solutions Pte Limited, Singapore (From 1st January, 2012) · Systime ME FZCO, United Arab Emirates (From 1st January, 2012) · Systime Global Solutions Japan Limited, Japan (From 1st January, 2012) · Systime Global Solutions Limited, United Kingdom (Formerly known as CMS Global Solutions Limited) (From 1st January, 2012) · VersaPOS Inc., USA (From 1st January, 2012) · SYSTIME Global Solutions Limited, Brazil (From 1st January, 2012) · SYSTIME Global Solutions, Inc. Canada (From 1st January, 2012) · VersaPOS Group Inc., USA (From 1st January, 2012)

CAPITAL STRUCTURE

As on 27.07.2012

Authorised Capital : Rs.750.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.386.174 Millions

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
375000000	Equity Shares	Rs.2/- each	Rs.750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
177942876	Equity Shares	Rs.2/- each	Rs.355.886 Millions

Reconciliation of the number of equity shares outstanding:

Particulars	Number of Shares	Rs. In Millions
Number of shares outstanding at the beginning of the year	87863415	175.727
Add: Shares issued on exercise of employee stock options	1108023	2.216
Add: Issue of bonus shares	88971	177.943
Add: Shares issued on preferential basis	--	--
Number of shares outstanding at the end of the year	177942876	355.886

The Company has only one class of shares referred to as equity shares having a par value of Rs. 2/- each shareholder of equity shares is entitled to one vote per share.

Number of equity shares held by each shareholder holding more than 5% shares in the Company are as follows:

Particulars	Number of Shares	% of shares held
Warhol Limited	16987858	9.55%
Proficient Trading and Investment Private Limited	14391740	8.09%
ICICI Prudential Life Insurance Company Limited	11853692	6.66%
Cummins India Limited	10182660	5.72%
Cummins Inc.	10063994	5.66%
KPIT Systems Limited.- Employees Welfare Trust	8994144	5.05%

11,582,682 equity shares (Previous Year 5,675,903) of Rs. 2 each are reserved for issuance towards outstanding employee stock option granted (Refer Note 44)

Aggregate number of equity shares allotted as fully paid-up by way of bonus shares for the period of five years immediately preceding the Balance Sheet date - 88,971,438 (Previous Year 44,181,453)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	355.886	175.727
(b) Reserves & Surplus	5786.070	5640.531
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	1.054	2.610
(3) Non-current liabilities
(a) long-term borrowings	3.698	115.070
(b) Deferred tax liabilities (Net)	7.464	56.293
(c) Other long term liabilities	263.984	69.383
(d) long-term provisions	69.405	37.851
(4) Current liabilities
(a) Short term borrowings	1400.045	804.360
(b) Trade payables	543.158	443.187
(c) Other current liabilities	595.696	521.764
(d) Short-term provisions	261.398	169.727
TOTAL	9287.858	8036.503
II. ASSETS	1403.743	919.430
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1167.854	779.285
(ii) Intangible Assets	276.101	374.882
(iii) Capital work-in-progress	73.083	280.580
(iv) Intangible assets under development	92.618	0.708
(b) Non-current Investments	3663.193	1790.745
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	852.105	725.965
(e) Other Non-current assets	30.512	26.628
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	363.159	475.079
(c) Trade receivables	1945.893	1747.277
(d) Cash and cash equivalents	397.632	1480.830
(e) Short-term loans and advances	371.998	307.369
(f) Other current assets	53.710	47.155
TOTAL	9287.858	8036.503

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		157.046
2] Share Application Money		0.615
3] Reserves and Surplus		3709.867
4] (Accumulated Losses)		0.000
NETWORTH		3867.528
LOAN FUNDS
1] Secured Loans		1107.742
2] Unsecured Loans		0.000
TOTAL BORROWING		1107.742
DEFERRED TAX LIABILITIES		51.672
Outstanding Employees Stock Options		16.684
TOTAL		5043.626
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1124.404
Capital work-in-progress		277.625
INVESTMENT		2265.539
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS and ADVANCES
	Inventories	0.000
	Sundry Debtors	999.123
	Cash and Bank Balances	578.734
	Other Current Assets	0.000
	Loans and Advances	647.207
Total Current Assets		2225.064
Less : CURRENT LIABILITIES and PROVISIONS
	Sundry Creditors	312.215
	Other Current Liabilities	360.151
	Provisions	176.640
Total Current Liabilities		849.006
Net Current Assets		1376.058
MISCELLANEOUS EXPENSES		0.000
TOTAL		5043.626

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	6128.918	5276.387	4270.446
		Other Income	59.217	65.588	0.000
		TOTAL (A)	6188.135	5341.975	4270.446
Less	EXPENSES
		Employee benefit expense	3340.063	3053.358
		Other expenses	1438.733	1112.670	3065.729
		Exceptional Items	(100.451)	0.000
		TOTAL (B)	4678.345	4166.028	3065.729
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1509.790	1175.947	1204.717
Less	FINANCIAL EXPENSES (D)		45.493	35.615	21.250
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1464.297	1140.332	1183.467
Less/ Add	DEPRECIATION/ AMORTISATION (F)		395.677	350.904	281.742
	PROFIT BEFORE TAX (E-F) (G)		1068.620	789.428	901.725
Less	TAX (H)		321.935	94.549	117.227
	PROFIT AFTER TAX (G-H) (I)		746.685	694.879	784.498
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	631.403	499.904
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	NA	79.000
		Dividend	NA	NA	64.095
		Transfer to KPIT Cummins Info systems Limited Community Foundation Reserve	NA	NA	10.000
	BALANCE CARRIED TO THE B/S		NA	NA	631.403
	EARNINGS IN FOREIGN CURRENCY
		Export of Software Services and Products	5156.094	4554.542	3700.961
		Interest on Fixed Deposits	0.001	0.001	0.033
		Interest from Inter Company loans given	2.079	0.088	3.535
		Professional Fees-Inter Company	0.000	0.000	9.557
	TOTAL EARNINGS		5158.174	4554.631	3714.086
	IMPORTS
		Capital Goods	145.423	112.663	43.324
	TOTAL IMPORTS		145.423	112.663	43.324
	Earnings Per Share (Rs.)		4.21	4.10	10.04

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012	31.12.2012	31.03.2013
Type	1^st Quarter	2^nd Quarter	3^rd Quarter	4^thQuarter
Net Sales	1775.000	1910.300	1807.200	1659.900
Total Expenditure	1478.500	1301.800	1338.400	1298.300
PBIDT (Excl OI)	296.500	608.500	468.800	361.700
Other Income	11.700	14.200	14.200	41.500
Operating Profit	308.300	622.700	483.000	403.100
Interest	15.700	17.700	23.200	23.900
Exceptional Items	26.700	54.700	-99.900	0.000
PBDT	319.300	659.700	359.900	379.200
Depreciation	92.000	89.700	92.700	100.800
Profit Before Tax	227.300	570.000	267.200	278.400
Tax	66.400	129.000	73.600	43.500
Provisions and contingencies	0.000	0.000	0.000	0.000
Profit After Tax	160.900	441.000	193.700	234.900
Extraordinary Items	0.000	0.000	0.000	0.00
Prior Period Expenses	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000
Net Profit	160.900	441.000	193.700	234.900

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	12.07	13.01	18.37
Net Profit Margin (PBT/Sales)	(%)	17.44	14.96	21.11
Return on Total Assets (PBT/Total Assets}	(%)	19.58	13.24	26.92
Return on Investment (ROI) (PBT/Networth)		0.17	0.14	0.23
Debt Equity Ratio (Total Debt /Networth)		0.23	0.16	0.29
Current Ratio (Current Asset/Current Liability)		1.12	2.09	2.62

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

Rs. In Millions

Particular	31.03.2012	31.03.2011	31.03.2012
Trade payables	543.158	443.187	312.215
Total	543.158	443.187	312.215

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

RESULT OF OPERATIONS

Total consolidated revenue for the fiscal year 2011-12 (FY12) was Rs.15000.120 Millions. Gross Profit and Earnings before interest, tax, depreciation and amortization (EBITDA) are Rs.5065.690 Millions and Rs.2165.760 Millions, respectively. Gross profit margin is 33.77% of the revenue. Net profit after tax grew by 53.68% to Rs.1453.540 Millions.

The revenues for the year on a consolidated basis in USD terms are USD 309.28 Million as against USD 216.17 Million during the previous year. Average realization rate was Rs.48.50 per US Dollar.

Standalone revenue for the fiscal year 2011-12 (FY12) was Rs.6128.918 Millions. Net profit after tax increased by 7.46% to Rs. 746.685 Millions.

MANAGEMENT DISCUSSION and ANALYSIS

GLOBAL ECONOMIC SCENARIO:

While the year 2011 was the year of recovery post the economic slowdown, 2012 was a year of mixed emotions. The year started on an encouraging note, continuing on the positive vibes of 2011. As the year progressed, clouds of uncertainty started looming over certain sections of the economy with lead macro indicators pointing towards a possible slowdown in the US economy and clear problems surfacing in the Euro zone. Thus from the middle of the year, the overall economic climate changed from the confident opening to a more cautious one. This continued on the same note throughout the remainder of the year. The Indian IT industry though, was a mixed bag with two traditionally larger IT outsourcing verticals viz. Banking and Financial Services (BFS) and Telecom displaying similar slowdown trends. On the contrary, verticals like Manufacturing, Automotive and Healthcare actually depicted increased IT spending. As a result the large Indian IT players, where BFS forms a major part of their business, reflected the negative sentiments, whereas the mid-size players focusing on the Manufacturing, Automotive or the Healthcare verticals showed progressive numbers and buoyancy in growth. These players also portrayed confidence for ‘above average’ growth in the near future.

Overall, the economic challenges have led corporations to redraft their IT policies and the benefits to be derived from IT outsourcing. Customers no longer intended to have IT outsourcing just as a cost arbitrage and efficiency improvement tool, but demanded business transformation and innovation as the focal point of IT outsourcing. This led the customers to work with the IT vendors on differentiated services and new business models like partnerships, business outcomes based pricing, profit sharing, pay per use, dedicated centres of excellence, IP sharing and so on. The thrust on innovation and the customer acceptance and adaptability of the same started happening at a faster pace than earlier. Imperatively, IT vendors who can fast acclimate with this phenomenon will lead the growth in the coming years.

INDUSTRY GROWTH ESTIMATES:

In calendar 2011, the worldwide spending for technology and services exceeded USD 1.7 Trillion, a growth of 5.4% over 2010. Software products, IT and BPO services continued to lead, accounting for over USD 1 Trillion – 63% of the total spend. Global sourcing grew by 12% over 2010, nearly twice the global technology spend growth.

The financial year 2012 is expected to be a landmark year for the Indian IT-BPO industry as the industry is expected to cross USD 100 Billion in aggregate revenues with the IT software and services revenue estimated at USD 88 Billion. Exports revenue is likely to reach USD 69 Billion, a growth of 16.3%. The E R and D, OSPD and software products segments are expected to generate exports of USD 13 Billion, a growth of nearly 14% over financial year 2011.

The IT exports are expected to grow 11%-14% in financial year 2013 while the domestic market is expected to grow faster at 13%-16%. New breakthrough technologies, innovation-centric approach, strengthening customer connect, deepening focus on new markets and adoption of new business models are some factors which will lead to this growth. Source: (NASSCOM SR 2012)

FINANCIAL PERFORMANCE

REVENUES:

In FY2012, they increased their guidance from USD 275 - USD 285 Million to USD 300 Million - USD 303 Million including SYSTIME revenues.

However they exceeded their upward revised guidance as they closed the year with revenue of USD 309.28 Million, a growth of 43% as compared to USD 216.17 Million in FY2011, while in rupee terms revenue was Rs.15000.120 Millions against Rs.9870.480 Millions, a Y-o-Y growth of 52%. In the beginning of the year they made certain changes in the accounting of revenues. The reimbursement expense billing has been netted off against the actual expenses while previously the reimbursement billing was accounted as revenue in revenues and as expense in the costs. The third party license sale amount now appear in revenues only to the tune of the margins on such sale (earlier the full sale amount used to appear as revenue and the cost of the license as direct cost). Amongst the customers, their largest client Cummins grew by 39% during the year while their revenue share for FY2012 was 21.5% against 23.5% in FY2011. Their Top 5 clients grew by 26.5% and the Top 10 clients’ growth for the year was 28.2%.

US geography revenue share during the year increased to 70% against 67.3% in the last year, which was largely contributed by the strong growth in their SAP business mainly in the North American market and one quarter consolidation of SYSTIME which has large part of revenue share from the US markets. In Europe the revenue contribution declined from 20.6% to 18.2% in FY2012 but the growth has been mainly in Germany for the automotive customers while UK and France were stable. APAC registered the second highest growth after US with 53% supported by India, Japan and Korea.

They have seen good growth across all the industry verticals and SBUs. IES SBU (including one quarter of SYSTIME consolidation) contributed 40% to the total revenue while SAP and A and E (including semiconductor business) contributed 31% and 29% respectively. SAP and A and E SBU were the key growth drivers for the year as they have closed few large value deals in the SAP business across different industry segments i.e. Utilities, Automotive and Manufacturing and the business traction still remains strong across the North American markets mainly in the utilities space. In Automotive, US and Emerging markets like India, Korea, Japan are doing well for us and they have also won few customer projects in the China market where they are expanding their footprint. In IES, along with SYSTIME they are working together to acquire large size deals while also leveraging the expertise in both Oracle and JD Edwards offerings to target cross selling opportunities in the existing customer accounts.

CONTINGENT LIABILITIES:

Rs. In Millions

Particulars	31.03.2012	31.03.2011
Outstanding Bank Guarantees in routine course of busine	37.543	32.297
Corporate Guarantee provided by the Company for loan taken by KPIT Infosystems Inc. USA of USD 16,000,000	818.504	--
Income tax matters	23.237	14.398
VAT matters	27.673	27.673

FIXED ASSETS:

• Land
• Building
• Plant and Machinery
• Furniture and Fixture
• Vehicles
• Goodwill
• Software Package
• Computers

PRESS RELEASE:

COMPANY’S IP‐DRIVEN APPROACH IS REAPING BENEFITS FOR CUSTOMERS

Pune, INDIA; May 22, 2013: KPIT Cummins Infosystems Limited (BSE: 532400; NSE: KPIT) today announced that the company has been conferred "Best Performance - Service Delivery Award for 2012" by SAP India. The award is in recognition of more than 20 successful projects executed by the company using IP based solutions in the domains of Manufacturing, Automotive, Industrial Machinery and Components (IMC) and High Tech, in SAP India. KPIT has secured this honour after thorough evaluation amongst the entire partner ecosystem across industries and verticals.

Congratulating KPIT Cummins on the award, Priyadarshi Mohapatra, VP - Ecosystems, Channels & General Business, SAP India said, “KPIT Cummins well‐deserves

this recognition. They demonstrated highest level of commenting on the achievement, Vishal Jain, VP - SAP Business Unit, KPIT Cummins said, “We are extremely pleased to receive this honor. The award highlights our success in two key areas: firstly we are able to offer the right solutions to our customers and execute them in the most effective manner, and secondly our IP based solutions keep costs at bay and focus on creating immediate business value. We will continue to push boundaries to achieve even better results for our customers.”

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.58.93
UK Pound	1	Rs.91.81
Euro	1	Rs.78.18

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		68

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.